Exhibit
      4.11

    


    FORM
      OF LETTER OF INDEMNITY

    Adopted
      June 12, 2008 

     

    Date:
      ____________, 2008

    


    To

     

    
      
        

      

    

     

    Deed
      of Indemnity 

     

    WHEREAS
      on April 10, 2008 the Company’s audit committee decided to approve the Company’s
      undertaking to give an advance undertaking for indemnification of the directors
      and the other officers in the Company (hereinafter jointly – “Officers”),
      in
      accordance with the conditions of indemnity set forth in this deed of indemnity
      (hereinafter - “the
      Deed of Indemnity”);
      and

    


    WHEREAS
      on April 27, 2008, the board of directors of the Company approved the aforesaid
      resolution (hereinafter – “the
      Indemnity Resolution”)
      and on
      June 12, 2008 the general meeting of the Company approved the Indemnity
      Resolution; and

     

    WHEREAS
      you are an officer in the Company and/or in other corporations, we hereby notify
      you as follows: 

    


    
      	
              1.

            	
              Subject
                to the provisions of the law, the Company will indemnify you in respect
                of
                any liability or expense as described in Paragraph 2 below, that
                may be
                imposed on you as a consequence of one or more of the
                following:

            


    

    


    
      	 	
              1.1

            	
              Your
                actions in your capacity as an officer of the
                Company;

            


    

    


    
      	 	
              1.2

            	
              Your
                actions in your capacity as an officer or the holder of any other
                position
                in any other corporation in which the Company holds rights, directly
                or
                indirectly, or is an interested party therein (hereinafter - “the
                Other Company”),
                unless fulfilling the post in the Other Company is not in connection
                with
                your function in the Company or at its
                request.

            


    

    


    
      	
              2.

            	
              The
                Indemnity Undertaking as referred to in Paragraph 1 above will apply
                in
                respect of pecuniary liability and in respect of reasonable costs
                of
                litigation, which are indemnifiable according to law, as follows:
                

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.1

            	
              Pecuniary
                liability that may be imposed on you in favor of another person pursuant
                to a judgment, including a judgment given in a compromise or in an
                arbitrator’s award that has been approved by a court (hereinafter –
                “Liability”),
                provided that the actions as mentioned in Paragraph 1 above, to which
                the
                Liability relates, pertain to one or more of the events described
                in the
                schedule to this deed, which in the opinion of the board of directors
                of
                the Company are to be foreseen in light of the Company’s actual activities
                at the time of giving of this undertaking, and provided that the
                amount of
                the indemnity which the Company will pay, on a cumulative basis,
                to all
                the persons entitled to indemnity in accordance with all the deeds
                of
                indemnity that will be issued to such persons in accordance with
                the
                Indemnity Resolution, in conformity with this paragraph, in respect
                of one
                or more of the events described in the schedule, does not exceed
                an amount
                equivalent to 25% (twenty-five percent) of the Company’s equity capital as
                set forth in the Company’s most recent consolidated financial statements
                prior to the applicable payment of indemnification (hereinafter –
                “the
                Maximum Amount of Indemnity in respect of Liability”)."

            


    

    


    If
      and to
      the extent that the total of the amounts of indemnity the Company is called
      upon
      to pay in respect of liability, as mentioned above in this paragraph, should
      exceed the Maximum Amount of Indemnity in respect of Liability or the balance
      of
      the maximum amount in respect of pecuniary liability (as prevailing for the
      time
      being) (the Maximum Amount of Indemnity in respect of Liability or the balance
      thereof as aforesaid, will henceforth be referred to as: “the
      Balance”),
      the
      Balance will be divided amongst the Officers who are entitled to indemnity
      (hereinafter – “the
      Entitled Officers”)
      as
      follows: each of the Officers who is entitled in practice to receive a
pro
      rata
      share of
      the Balance, according to the ratio between the amount of the indemnity due
      to
      him in respect of liability (ignoring the maximum amount that has been fixed
      as
      aforesaid) and the overall total of the amounts of indemnity in respect of
      liability, which will be due to all the Entitled Officers, jointly, in respect
      of liability (disregarding the maximum amount that has been fixed as
      aforesaid).

    


    
      	 	
              2.2

            	
              Reasonable
                costs of litigation, including attorneys’ fees, which you may incur as a
                consequence of an investigation or proceeding conducted against you
                by an
                authority competent to conduct an investigation or proceeding, and
                which
                culminates without an indictment being filed against you, and without
                pecuniary liability being imposed on you as an alternative for a
                criminal
                proceeding, or which culminates without the filing of an indictment
                against you but with the imposition of pecuniary liability as an
                alternative to criminal proceedings on an offence which does not
                require
                the proof of mens
                rea;

            


    

    


    In
      this
      sub-paragraph – 

    


    “Culmination
      of a proceeding without the filing of an indictment in a matter in which a
      criminal investigation has been opened” – means closure of the dossier pursuant
      to Section 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982
      (hereinafter – “the
      Criminal Procedure Law”),
      or a
      stay of proceedings by the Attorney-General in accordance with Section 231
      of
      the Criminal Procedure Law;

    


    “Pecuniary
      liability as an alternative to criminal proceedings” – pecuniary liability
      imposed in accordance with law as an alternative to a criminal proceeding,
      including an administrative fine under the Administrative Offenses Law,
      5746-1985, a fine on an offense specified as a fineable offense in accordance
      with the provisions of the Criminal Procedure Law, a monetary sanction or
      penalty;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.3

            	
              Reasonable
                costs of litigation, including attorney’s fees, which you may incur or be
                ordered to pay by a court, in a proceeding instituted against you
                by the
                Company or another company, as the case may be, or in its name (including
                in the scope of a derivative claim) or by another person, or in a
                criminal
                indictment of which you are acquitted, or in a criminal indictment
                in
                which you are convicted of an offense which does not require the
                proof of
                mens
                rea.

            


    

     

    
      	
              3.

            	
              The
                Maximum Amount of Indemnity in respect of Liability is in addition
                to
                amounts that may be received from an insurance company, if received,
                in
                the scope of insurance the Company will purchase, if it purchases,
                and
                subject to the condition that the amounts that will be paid in accordance
                with the deeds of indemnity and the insurance shall not exceed the
                amount
                of liability as defined in Paragraph 2.1 above, plus costs of litigation
                as defined in Paragraphs 2.2 and 2.3
                above.

            


    

    


    
      	
              4.

            	
              Upon
                the occurrence of an event in respect of which you are likely to
                be
                entitled to indemnity in accordance with the foregoing, the Company
                will,
                from time to time, place at your disposal the moneys required to
                cover the
                expenses and the various other payments connected with the handling
                of
                such legal proceeding or investigation, in a manner whereby you will
                not
                be required to make payment thereof or to finance same yourself,
                all
                subject to the terms and conditions and the provisions set forth
                in this
                Deed of Indemnity.

            


    

    


    
      	
              5.

            	
              Without
                derogating from the foregoing, the indemnity pursuant to this Deed
                of
                Indemnity is subject to the following
                conditions:

            


    

    


    
      	 	
              5.1

            	
              You
                will notify the Company about any legal proceeding that may be commenced
                against you or of any fear or threat that such proceeding may be
                commenced
                against you in connection with any event in relation to which the
                indemnity is likely to apply, and will do so with proper celerity
                after
                having first learned of the fact, and you will pass on to the Company
                or
                to whomever it may notify you, any document that may be served on
                you in
                connection with such proceeding.

            


    

    


    
      	 	
              5.2

            	
              The
                Company will be entitled to assume the handling of your defense against
                such legal proceeding and/or to entrust the aforesaid handling to
                any
                attorney the Company may select for the purpose (apart from an attorney
                who is not acceptable to you in reasonable circumstances). The Company
                and/or the attorney as aforesaid will act in the scope of the aforesaid
                handling in order to bring the aforesaid proceeding to a termination;
                the
                attorney who has been appointed as aforesaid will act and will owe
                a
                fiduciary duty to the Company and to you. In a situation in which
                a
                conflict of interest arises between you and the Company, the attorney
                will
                notify you to that effect and you will be entitled to take an attorney
                of
                your own and the provisions of this Deed of Indemnity will apply
                to
                expenses you may have in respect of such appointment. The Company
                will not
                agree to the making of a compromise as a consequence of which it
                will be
                called upon to pay amounts for which you will not be indemnified
                in
                accordance with this Deed of Indemnity and will also not be paid
                in the
                scope of insurance the Company has purchased, except with its prior
                written consent. Likewise in a case that the Company should elect
                to
                resolve the dispute by way of arbitration, it will be entitled to
                do so,
                provided that you give your prior written consent thereto, but such
                consent shall not be withheld except on reasonable grounds. At the
                Company’s request you will sign any document empowering it and/or any
                attorney as aforesaid to handle your defense in such proceeding in
                your
                name and to represent you in all matters connected therewith, in
                accordance with the foregoing.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    You
      will
      cooperate with the Company and/or any attorney as mentioned above in any
      reasonable manner that may be required from you by either of them in the scope
      of their handling in connection with such legal proceeding, provided that the
      Company will attend to covering all your expenses which you have that may be
      connected with it, in a manner that you will not be called upon to pay or
      finance same yourself, and all subject to the contents of Paragraph 2
      above.

    


    
      	 	
              5.3

            	
              Whether
                or not the Company acts in accordance with what is stated in Paragraph
                5.2
                above, it will attend to covering the liabilities and expenses mentioned
                in Paragraph 2 above, in a manner that you will not be called upon
                to pay
                or finance same yourself, all subject to the contents of Paragraph
                2
                above.

            


    

    


    
      	 	
              5.4

            	
              The
                indemnity in connection with any legal proceeding against you, as
                set
                forth in this Deed of Indemnity, will not apply with respect to any
                amount
                that may be due from you as a consequence of a compromise or arbitration,
                unless the Company agrees in writing to such compromise or to the
                holding
                of such arbitration, as the case may
                be.

            


    

    


    
      	 	
              5.5

            	
              The
                Company will not be called upon to make payment in accordance with
                this
                Deed of Indemnity moneys which have actually been paid to you or
                for you
                or instead of you in any manner in the scope of insurance which has
                been
                purchased by the Company or by the other company, or any indemnity
                obligation of any other person apart from the
                Company.

            


    

    


    
      	 	
              5.6

            	
              Should
                the Company place at your disposal amounts in accordance with this
                Deed of
                Indemnity in relation to which there is a possibility that you will
                be
                called upon to refund same as stated in Paragraph 5.7 below, the
                Company
                will be entitled to make the placing thereof at your disposal conditional
                upon an arrangement for collateral security as the Company deems
                fit, with
                the approval of the audit
                committee.

            


    

    


    
      	 	
              5.7

            	
              In
                the event that the Company pays you or makes payment instead of you
                of any
                amounts in the scope of this Deed of Indemnity in connection with
                a legal
                proceeding as aforesaid, and it subsequently transpires that you
                are not
                entitled to indemnity from the Company in respect of such amounts,
                those
                amounts will be deemed to be a loan which was given to you by the
                Company,
                bearing interest at the minimum rate fixed in accordance with Section
                3(i)
                of the Income Tax Ordinance, or any other law that may come in its
                stead,
                as in force for the time being, and does not constitute a taxable
                benefit,
                and you will be obliged to repay the aforesaid amounts to the Company
                when
                called upon in writing by it to do so and in accordance with a payment
                arrangement as will be decided by the Company. (You must confirm
                your
                agreement in writing to this Deed of Indemnity, including your agreement
                to this paragraph).

            


    

    


    
      	
              6.

            	
              The
                Company’s obligations under this Deed of Indemnity shall remain valid in
                your favor also after you cease to hold office, provided that the
                actions
                in respect of which the indemnity is given were performed during
                the
                period of your holding of office, as
                aforesaid.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              In
                this Deed of Indemnity –

            


    

    


    
      	 	
              “Officer”

            	
              –
                

            	
              within
                meaning thereof under the Companies Law, 5759-1999 (“the
                Companies Law”),
                including the internal controller, the internal legal advisor and
                the
                secretary of the Company, and including any other officer to whom
                the
                Company may decide from time to time to issue a deed of indemnity
                pursuant
                to the Indemnity Resolution;

            
	 	 	 	 
	 	
              “Action”
                or
                any derivative thereof

            	
              –
                

            	
              including
                a decision and/or omission (or any derivative thereof) of an implied
                nature, and including your actions prior to the date of this Deed
                of
                Indemnity.

            


    

     

    
      	
              8.

            	
              The
                Company’s obligations pursuant to this Deed of Indemnity will be
                interpreted broadly and in a manner intended for the fulfillment
                thereof,
                to whatever extent is permissible according to law, for the purpose
                for
                which such obligations were intended. In the case of a contradiction
                between any provision in this Deed of Indemnity and the provision
                of a law
                which cannot be stipulated upon or altered or added to, the provision
                of
                the law as aforesaid will take precedence, but this will not affect
                or
                derogate from the validity of the remaining provisions of this Deed
                of
                Indemnity.

            


    

    


    
      	
              9.

            	
              The
                schedule to this Deed of Indemnity constitutes an integral part
                hereof.

            


    

    


    
      	
              10.

            	
              This
                Deed of Indemnity is subject to the provisions of the third chapter
                of the
                sixth part of the Companies Law.

            


    

    


    
      	
              11.

            	
              Concurrent
                with the issue of this Deed of Indemnity all previous deeds of indemnity
                that have been given to you by the Company, to the extent that same
                were
                given, are cancelled, in relation to all your actions as described
                in
                Paragraph 1 above, with effect from the date of approval of the Indemnity
                Resolution onwards. However, nothing in the foregoing shall prejudice
                or
                derogate from the validity of the previous deeds of indemnity that
                were
                given to you by the Company, to the extent that same were given,
                if such
                obligation is valid according to law and applies in relation to you
                in
                respect of your actions as described in Paragraph 1 above in the
                period
                preceding the approval of the Indemnity Resolution, provided that
                your
                entitlement to indemnity in respect of such liability and/or expense
                shall
                under all circumstances be only in accordance with one document amongst
                the previous deeds of indemnity that have been given to you, to the
                extent
                that same were given, and this Deed of
                Indemnity.

            


    

     

    In
      witness where the Company has hereunto signed through its authorized signatories
      who have been duly empowered to do so.

     

    
      
Blue
      Square – Israel Ltd. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    I
      confirm
      receipt of this Deed of Indemnity and confirm my agreement to the conditions
      thereof, including to Paragraphs 5.6 and 5.7 above.

     

      
        

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SCHEDULE

    


    LIST
      OF EVENTS

     

    
      	
              1.

            	
              Issue
                of securities, including, but without derogating from the generality
                of
                the foregoing, an offering of securities to the public pursuant to
                a
                prospectus, private placement, tender offer or offering of securities
                in
                any other manner.

            


    

    


    
      	
              2.

            	
              An
                event connected with the making of an investment by the Company before,
                during and after the effecting of the investment, in the course of
                negotiations, contractual arrangement, signature, development and
                monitoring the investment, including actions performed on behalf
                of the
                Company as an officer, employee or observer in the corporation in
                which
                the investment is made.

            


    

    


    
      	
              3.

            	
              A
                transaction or arrangement, including a transfer, sale or purchase
                of
                assets or liabilities, and including, but without derogating from
                the
                generality of the foregoing, goods, real estate, securities, or rights,
                or
                the giving or receiving of a right in any one of them and any action
                connected, directly or indirectly with such transaction, and including
                a
                tender offer of any sort and another transaction in securities which
                the
                Company has issued, whether or not the Company is a party
                thereto.

            


    

    


    
      	
              4.

            	
              A
                report or notice filed or submitted according to any law, including,
                but
                without derogating from the generality of the foregoing, an event
                arising
                from the fact of the Company being a public company or arising from
                the
                fact of its securities having been offered to the public, or arising
                from
                the fact of its securities being traded on a stock exchange, and
                including, but without derogating from the generality of the foregoing,
                a
                report or notice in accordance with the Companies Law or the Securities
                Law, or the tax laws including regulations or directives made pursuant
                thereto, or in accordance with laws or provisions that apply outside
                of
                Israel or a report or notice lodged or submitted in accordance with
                rules,
                directives or instructions customarily practiced on the stock exchange
                in
                Israel or abroad and/or failure to submit such report or
                notice.

            


    

    


    
      	
              5.

            	
              An
                act connected with voting rights in investee
                companies.

            


    

    


    
      	
              6.

            	
              An
                act connected with the management of market
                risks.

            


    

    


    
      	
              7.

            	
              A
                change in the structure of the Company or its reorganization or any
                resolution relating thereto, including, but without derogating from
                the
                generality of the foregoing, a merger, split, alteration of the capital
                of
                the Company, setting up of subsidiaries, winding-up or sale
                thereof.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Action
                connected directly or indirectly with employer-employee relationships
                in
                the Company and/or the commercial relations of the Company, including
                employees, external contractors, customers, suppliers and service
                providers, including negotiations, entering into and implementation
                of
                personal employment agreements or collective labor agreements, benefits
                to
                employees, including the issue of securities to
                employees.

            


    

    


    
      	
              9.

            	
              An
                act connected, directly or indirectly, with the sale of products,
                purchase
                of products, import of products, operation of branches and sites
                of the
                Company, safeguarding of public health and safety instructions and
                provisions.

            


    

    


    
      	
              10.

            	
              An
                act connected with the issue or non-issue of licenses and permits
                for the
                Company’s activities.

            


    

    


    
      	
              11.

            	
              The
                preparation and approval of financial statements, including the passing
                of
                resolutions regarding the application of accounting rules and fresh
                presentation in the financial
                statements.

            


    

    


    
      	
              12.

            	
              An
                act connected with a distribution, including, for the avoidance of
                doubt,
                a buy-back by the Company of its own
                securities.

            


    

    


    
      	
              13.

            	
              The
                transfer of information that is required or permissible for transfer
                according to law between the Company and/or the other companies and
                interested parties in any of them.

            


    

    


    
      	
              14.

            	
              Remarks,
                statements including the expression of a position or opinion made
                in good
                faith by the Officer in the course of performing his function and
                by
                virtue of his function, and including in the framework of meetings
                of the
                board of directors or any of its
                committees.

            


    

    


    
      	
              15.

            	
              An
                act or deed on matters of planning and building, work safety, the
                environment and recycling, public health, consumer
                protection.

            


    

    


    In
      this
      schedule:

    


    “The
      Securities Law”–
the
      Securities Law, 5728-1968;

    


    “Security”,
      “transaction”, “distribution”–
within
      the meaning thereof under Section 1 of the Companies Law;

    


    “The
      Company”–
      including another company as defined in the Deed of Indemnity.

    


    
      
        
        

      

      
        8